Restricted Stock Units Election Form (Director)
EXHIBIT
10.4.7
2008
EQUITY INCENTIVE PLAN
(Director)
Name: ▇▇▇▇▇▇▇▇
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1. On
March 5, 2008 ("Grant Date") you were granted 2,720 Restricted Stock Units
("Units") under the 2008 Equity Incentive Plan ("Plan") and the related
Director's Restricted Stock Unit Agreement ("RSU Agreement"). You
will become 100% vested in the Units on the first anniversary of the Grant
Date. You will also become 100% vested upon your Disability (as
defined in the Plan), your death or upon a Change in Control. If your
service on the Calpine Board of Directors ("Board") terminates prior to you
becoming 100% vested, your Units are forfeited. On the Distribution
Date (as set forth below in Section 2) (this is the same as the Settlement Date
under the RSU Agreement), you will receive one share of Calpine common stock for
each vested Unit. You can choose the date on which shares of Calpine
common stock will be paid to you as set forth in Section 2 below.
2.
Distribution Date
You have
the right to designate the date on which shares of Calpine common stock which
correspond to vested Units will be paid to you, however the election must be
made in a timely manner. If you desire to designate the Distribution
Date you must complete the blank below and return this Restricted Stock Units
Election Form to Calpine within 30 days of the Grant Date listed
above. By making the election below under this Section 2, you
understand that the distribution of shares of Calpine common stock which
correspond to your vested Units will occur within 30 days after the earliest to
occur of (i) the date you elect below ("Elected Distribution Date"), (ii) the
consummation of a Change in Control as defined in the Plan and under the RSU
Agreement or (iii) your termination of service on the Board as described in the
RSU Agreement (collectively, the "Distribution Date").
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[X] I,
hereby, elect to receive the shares of Calpine common stock which
correspond to my vested Units on December 31,
2013 (please fill
in date – it must
be at least one year from the Grant
Date).
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I
understand that if I do not elect an Elected Distribution Date as set forth
above, the shares of Calpine common stock which correspond to my vested Units
will be paid to me within 30 days after the applicable Distribution Date other
than the Elected Distribution Date.
To elect
an Elected Distribution Date on any other Units granted to you under the Plan,
you must elect an Elected Distribution Date by the end of the calendar year
prior to the calendar year in which your next grant of Units
occurs. Calpine will remind you of such election at the end of each
calendar year.
3.
Election to Delay Your Distribution Date
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A.
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You
can elect to delay your Distribution Date as provided under Section 2
above. An election to delay your Distribution Date must
be made at least one year prior to the Distribution Date under Section 2
above. The
Delayed Distribution Date set forth below must be a date at least 5 years
following the Distribution Date set forth in Section 2
above.
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[ ] At this time, I
make no election to delay my Distribution Date as set forth in Section 2
above.
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[ ] I
hereby, elect to delay my Distribution Date above to the first day of the
calendar month after the following
date: ________________________. I understand and
acknowledge that this election is
irrevocable.
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B.
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If
the first box is "checked" above and no election is made, you may always
make the election under the second box as long as such election is made at
least one year prior to the Distribution Date. Once made, such
election is then irrevocable.
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/s/ ▇▇▇▇▇▇▇
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3-20-08
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Signature
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Date
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You
must sign and date this form in order for your form to be
processed.
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